TEMPE, AZ - Three-Five Systems has signed a definitive agreement to sell the assets of its small form factor-display business to International Display Works. The deal is expected to close within two to four weeks and is valued at $11 million to $21 million.

The deal covers all outstanding shares of TFS's China-based display subsidiary, and display-related equipment in its Manila, Philippines factory.

IDW will also assume the obligations of TFS Beijing, including a $2.4 million line of credit established with a bank located in China.

The sale does not include TFS's display monitor business or electronic manufacturing services businesses in Redmond, WA; Penang, Malaysia; and Manila.  

TFS estimates the total value of the transaction at $11 million to $21 million, including $8 million in cash to be paid to TFS at closing; up to $3 million more in cash to be paid over time, based upon inventory consumption and accounts receivable collections; and up to $9 million in IDW common stock to be paid to TFS in May 2006.